EXHIBIT A
AMENDMENT TO CERTIFICATE OF INCORPORATION
RESOLVED, the Articles of Incorporation of Golden Soil, Inc. be amended as
follows:
1. The Fourth Article of the Certificate of Incorporation is amended by adding
the following paragraphs at the end:
"Effective as of August 10, 2000 (the "Effective Date"), all
outstanding shares of Common Stock of the Corporation
automatically shall be subdivided at the rate of ten-for-one
(the "Forward Split") without the necessity of any further
action on the part of the holders thereof or the Corporation,
provided, however, that the Corporation shall, through its
transfer agent, exchange certificates representing Common
Stock outstanding immediately prior to the Effective Date of
the Forward Split (the "Existing Common") into new
certificates representing the appropriate number of shares of
Common Stock resulting from the subdivision ("New Common").
From and after the Effective Date, the term "New Common" as
used in this Fourth Article shall mean Common Stock as
provided in the Certificate of Incorporation."
2. The Certificate of Articles of Amendment of the Articles of Incorporation
as attached to this resolution is hereby approved.
<PAGE>
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
GOLDEN SOIL, INC.
Pursuant to the provisions of section 78.209, Nevada Revised Statutes, the
undersigned President and Secretary of Golden Soil, Inc. (the "Corporation"),
does hereby certify the Board of Directors of the Corporation adopted a
resolution to amend the original articles as follows:
Article Four which presently reads as follows:
ARTICLE FOURTH
Stock
The total authorized capital stock of the Corporation is 100,000,000
shares of Common Stock, with a par value of $0.001 (1 mil). All stock
when issued shall be deemed fully paid and nonassessable. No cumulative
voting, on any matter to which Stockholders shall be entitled to vote,
shall be allowed for any purpose.
The authorized stock of this corporation may be issued at such time,
upon such terms and conditions and for such consideration as the Board
of Directors shall, from time to time, determine. Shareholders shall
not have pre-emptive rights to acquire unissued shares of the stock of
this Corporation.
Is hereby amended to read as follows:
ARTICLE FOURTH
Stock
The total authorized capital stock of the Corporation is 100,000,000
shares of Common Stock, with a par value of $0.001 (1 mil). All stock
when issued shall be deemed fully paid and nonassessable. No
cumulative voting, on any matter to which Stockholders shall be
entitled to vote, shall be allowed for any purpose.
The authorized stock of this corporation may be issued at such time,
upon such terms and conditions and for such consideration as the Board
of Directors shall, from time to time, determine. Shareholders shall
not have pre-emptive rights to acquire unissued shares of the stock of
this Corporation
Effective as of August 10, 2000 (the "Effective Date"), all
outstanding shares of Common Stock of the Corporation automatically
shall be subdivided at the rate of ten-for-one (the "Forward Split")
without the necessity of any further action on the part of the holders
thereof or the Corporation, provided, however, that the Corporation
shall, through its transfer agent, exchange certificates representing
Common Stock outstanding immediately prior to the Effective Date of
the Forward Split (the "Existing Common") into new certificates
representing the appropriate number of shares of Common Stock
resulting from the subdivision ("New Common").
From and after the Effective Date, the term "New Common" as used in
this Fourth Article shall mean Common Stock as provided in the
Articles of Incorporation.
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The effect of the amendment on the currently issued and outstanding share
capital is:
That every one share of common stock issued and outstanding will be
exchanged for each ten (10) issued share of common stock in the
Corporation without an increase in the Corporation's capital.
<PAGE>
This amendment to the articles of incorporation does not adversely
affect the rights or preferences of the holders of outstanding shares
of any class or series and does not result in the percentage of
authorized shares that remain unissued after the division exceeding the
percentage of authorized shares that were unissued before the division.
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The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 675,000; that the said
changes and amendments have been consented to and approved by a majority vote of
the stockholders holding at least a majority of each class of stock outstanding
and entitled to vote thereon.
The effective date of this amendment is August 10, 2000.
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Jeff Larrabee, President Shawni Larrabee, Secretary/Treasurer
On the _____ Day of July, 2000 Jeff Larrabee and Shawni Larrabee the directors
and officers of the Company personally appeared before me, a Notary Public in
and for the County of Salt Lake, and acknowledged that he executed the above
instrument.
[NOTARY SEAL] ------------------------------
Notary Public in and for the
State of Utah
